8-K
FEDEX CORP (FDX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 21, 2020
FedEx Corporation
(Exact name of registrant as specified in its charter)
Commission File Number 1-15829
| Delaware | 62-1721435 |
|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (IRS Employer<br> <br>Identification No.) |
| 942 South Shady Grove Road, Memphis, Tennessee | 38120 |
| --- | --- |
| (Address of principal executive offices) | (ZIP Code) |
Registrant’s telephone number, including area code: (901) 818-7500
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> <br>Symbol | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Stock, par value $0.10 per share | FDX | New York Stock Exchange |
| 0.700% Notes due 2022 | FDX 22B | New York Stock Exchange |
| 1.000% Notes due 2023 | FDX 23A | New York Stock Exchange |
| 0.450% Notes due 2025 | FDX 25A | New York Stock Exchange |
| 1.625% Notes due 2027 | FDX 27 | New York Stock Exchange |
| 1.300% Notes due 2031 | FDX 31 | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
|---|
(a) FedEx’s annual meeting of stockholders was held on September 21, 2020.
(b) The stockholders took the following actions at the annual meeting:
Proposal 1: The stockholders elected twelve directors, each of whom will hold office until the annual meeting of stockholders to be held in 2021 and until his or her successor is duly elected and qualified. Each director received more votes cast “for” than votes cast “against” his or her election. The tabulation of votes with respect to each nominee for director was as follows:
| Nominee | Votes<br>For | Votes<br>Against | Abstentions | Broker<br>Non-Votes | ||||
|---|---|---|---|---|---|---|---|---|
| Frederick W. Smith | 197,454,449 | 5,498,433 | 938,717 | 27,334,917 | ||||
| Marvin R. Ellison | 201,521,613 | 2,147,324 | 222,662 | 27,334,917 | ||||
| Susan Patricia Griffith | 200,995,302 | 2,687,890 | 208,407 | 27,334,917 | ||||
| John C. (“Chris”) Inglis | 203,015,137 | 651,611 | 224,851 | 27,334,917 | ||||
| Kimberly A. Jabal | 201,755,171 | 1,928,116 | 208,312 | 27,334,917 | ||||
| Shirley Ann Jackson | 196,637,088 | 7,043,881 | 210,630 | 27,334,917 | ||||
| R. Brad Martin | 201,530,450 | 2,143,551 | 217,598 | 27,334,917 | ||||
| Joshua Cooper Ramo | 201,733,455 | 1,935,224 | 222,920 | 27,334,917 | ||||
| Susan C. Schwab | 196,933,142 | 6,749,151 | 209,306 | 27,334,917 | ||||
| David P. Steiner | 200,449,725 | 3,220,146 | 221,728 | 27,334,917 | ||||
| Rajesh Subramaniam | 200,372,182 | 3,320,161 | 199,256 | 27,334,917 | ||||
| Paul S. Walsh | 189,539,979 | 14,117,588 | 234,032 | 27,334,917 |
Proposal 2: The compensation of FedEx’s named executive officers was approved, on an advisory basis, by stockholders. The tabulation of votes on this matter was as follows:
| • | 186,759,910 votes for (91.6% of the voted shares) |
|---|---|
| • | 16,475,757 votes against (8.1% of the voted shares) |
| --- | --- |
| • | 655,932 abstentions (0.3% of the voted shares) |
| --- | --- |
| • | 27,334,917 broker non-votes |
| --- | --- |
Proposal 3: The Audit Committee’s designation of Ernst & Young LLP as FedEx’s independent registered public accounting firm for the fiscal year ending May 31, 2021 was ratified by stockholders. The tabulation of votes on this matter was as follows:
| • | 227,582,154 votes for (98.4% of the voted shares) |
|---|---|
| • | 3,413,097 votes against (1.5% of the voted shares) |
| --- | --- |
| • | 231,265 abstentions (0.1% of the voted shares) |
| --- | --- |
| • | There were no broker non-votes for this item. |
| --- | --- |
1
Proposal 4: A stockholder proposal requesting that FedEx provide a report, updated annually, disclosing information about the corporation’s lobbying activities and expenditures was not approved by stockholders. The tabulation of votes on this matter was as follows:
| • | 58,529,766 votes for (28.7% of the voted shares) |
|---|---|
| • | 144,545,183 votes against (70.9% of the voted shares) |
| --- | --- |
| • | 816,650 abstentions (0.4% of the voted shares) |
| --- | --- |
| • | 27,334,917 broker non-votes |
| --- | --- |
Proposal 5: A stockholder proposal requesting that FedEx provide a report, updated semiannually, disclosing information about the corporation’s political contributions was not approved by stockholders. The tabulation of votes on this matter was as follows:
| • | 56,811,748 votes for (27.9% of the voted shares) |
|---|---|
| • | 146,279,194 votes against (71.7% of the voted shares) |
| --- | --- |
| • | 800,657 abstentions (0.4% of the voted shares) |
| --- | --- |
| • | 27,334,917 broker non-votes |
| --- | --- |
Proposal 6: A stockholder proposal requesting that the Board of Directors provide a report assessing opportunities for FedEx to encourage or facilitate non-management employee representation on the Board was not approved by stockholders. The tabulation of votes on this matter was as follows:
| • | 7,619,228 votes for (3.7% of the voted shares) |
|---|---|
| • | 195,019,764 votes against (95.6% of the voted shares) |
| --- | --- |
| • | 1,252,607 abstentions (0.6% of the voted shares) |
| --- | --- |
| • | 27,334,917 broker non-votes |
| --- | --- |
Proposal 7: A stockholder proposal requesting that the Board of Directors undertake such steps as may be necessary to permit FedEx stockholders to take action by written consent in lieu of a meeting was not approved by stockholders. The tabulation of votes on this matter was as follows:
| • | 81,330,992 votes for (39.9% of the voted shares) |
|---|---|
| • | 121,717,596 votes against (59.7% of the voted shares) |
| --- | --- |
| • | 843,011 abstentions (0.4% of the voted shares) |
| --- | --- |
| • | 27,334,917 broker non-votes |
| --- | --- |
2
Proposal 8: A stockholder proposal requesting that the Board of Directors provide a report describing the Board’s plans to integrate ESG metrics into the performance measures of named executive officers under FedEx’s executive compensation plans was not approved by stockholders. The tabulation of votes on this matter was as follows:
| • | 19,312,822 votes for (9.5% of the voted shares) |
|---|---|
| • | 181,335,688 votes against (88.9% of the voted shares) |
| --- | --- |
| • | 3,243,089 abstentions (1.6% of the voted shares) |
| --- | --- |
| • | 27,334,917 broker non-votes |
| --- | --- |
SECTION 8. OTHER EVENTS.
| Item 8.01. | Other Events. |
|---|
Attached as Exhibit 99.1 and incorporated herein by reference is a copy of FedEx Corporation’s updated compensation arrangements with outside directors.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit<br>Number | Description |
|---|---|
| 99.1 | Compensation Arrangements with Outside Directors. |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). |
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FedEx Corporation | ||
|---|---|---|
| Date: September 22, 2020 | By: | /s/ Mark R. Allen |
| Mark R. Allen | ||
| Executive Vice President, | ||
| General Counsel and Secretary |
4
EXHIBIT INDEX
| Exhibit<br>Number | Description |
|---|---|
| 99.1 | Compensation Arrangements with Outside Directors. |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). |
E-1
EX-99.1
Exhibit 99.1
Compensation Arrangements with Outside Directors
In September 2020, the Board of Directors and its Compensation Committee conducted their annual review of non-management (outside) director compensation and approved no change in the annual retainer or committee chairperson fees.
Accordingly, outside directors continue to be paid an annual retainer of $132,000. Chairpersons of the Compensation, Nominating & Governance, and Information Technology Oversight Committees are paid an additional annual fee of $15,000. The Audit Committee chairperson is paid an additional annual fee of $25,000. In addition, each outside director who was elected at FedEx’s 2020 annual meeting received a stock option for 2,590 shares of FedEx common stock. Outside directors may elect to receive their annual retainer in all cash, all shares or 50% in cash and 50% in shares.
Any outside director who is elected to the Board after the 2020 annual meeting will receive the applicable pro rata portion of the annual retainer and stock option grant in connection with his or her election.
The Compensation Committee annually reviews director compensation, including, among other things, comparing FedEx’s director compensation practices with those of other companies with annual revenues between $25 billion and $100 billion (this year’s comparison group included 95 companies, which are listed on Appendix A attached hereto, and was based on proxy statement data provided by a third-party compensation data provider). Before making a recommendation regarding director compensation to the Board, the Compensation Committee considers that the directors’ independence may be compromised if compensation exceeds appropriate levels or if FedEx enters into other arrangements beneficial to the directors.
Appendix A
3M Company
Abbott Laboratories
AbbVie Inc.
Accenture plc
Alimentation Couche-Tard Inc.
The Allstate Corporation
Altria Group, Inc.
American Airlines Group Inc.
American Express Company
American International Group, Inc.
Archer-Daniels-Midland Company
Arrow Electronics, Inc.
Bank of America Corporation
Best Buy Co., Inc.
The Boeing Company
Bristol Myers Squibb Company
Caterpillar Inc.
Centene Corporation
Charter Communications, Inc.
CHS Inc.
Chubb Limited
Cisco Systems, Inc.
Citigroup Inc.
The Coca-Cola Company
ConocoPhillips
Deere & Company
Dell Technologies Inc.
Delta Air Lines, Inc.
Dollar General Corporation
Dow Inc.
Duke Energy Corporation
Enbridge Inc.
Energy Transfer L.P.
Enterprise Products Partners L.P.
Exelon Corporation
Facebook, Inc.
Federal National Mortgage Association
General Dynamics Corporation
General Electric Company
The Goldman Sachs Group, Inc.
Great-West Lifeco Inc.
HCA Healthcare, Inc.
Hewlett Packard Enterprise Company
Honeywell International Inc.
HP Inc.
Humana Inc.
Intel Corporation
International Business Machines Corporation
A-1
Jabil Inc.
Johnson & Johnson
Lockheed Martin Corporation
Lowe’s Companies, Inc.
LyondellBasell Industries N.V.
Macy’s, Inc.
Manulife Financial Corporation
Medtronic Public Limited Company
Merck & Co., Inc.
MetLife, Inc.
Mondelez International, Inc.
Morgan Stanley
NIKE, Inc.
Northrop Grumman Corporation
Oracle Corporation
PACCAR Inc.
PepsiCo, Inc.
Pfizer Inc.
Philip Morris International Inc.
Plains All American Pipeline, L.P.
Plains GP Holdings, L.P.
The Proctor & Gamble Company
The Progressive Corporation
Prudential Financial, Inc.
Publix Super Markets, Inc.
Raytheon Company
Raytheon Technologies Corporation
Schlumberger N.V.
Sprint Corporation
Starbucks Corporation
StoneX Group Inc.
Suncor Energy Inc.
Sysco Corporation
Target Corporation
Tech Data Corporation
Thermo Fisher Scientific Inc.
The TJX Companies, Inc.
T-Mobile US, Inc.
The Travelers Companies, Inc.
Tyson Foods, Inc.
United Airlines Holdings, Inc.
United Parcel Service, Inc.
US Foods Holding Corp.
ViacomCBS Inc.
The Walt Disney Company
Wells Fargo & Company
World Fuel Services Corporation
A-2